This presentation does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes. The information contained in this presentation (this “Presentation”) has been prepared to assist interested parties in making their own evaluation with respect to the investment in (the “Transaction”) Fenics Markets Xchange, LLC (“FMX”), and for no other purpose. This Presentation is subject to updating, completion, revision, verification and further amendment. None of FMX, BGC Partners, Inc. (“BGC”), or their respective affiliates has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities dis- cussed in this Presentation and it is an offense to claim otherwise. The information contained herein does not purport to be all inclusive or contain all of the information that may be required to make a full analysis of FMX or the Transaction. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice, and you should consult with your own attorney, business advisor and tax advisor as to legal, business, tax and other matters related hereto. No representations or warranties, express or implied, are given in, or in respect of, this Presentation.
The purpose of this Presentation is to provide information to assist in obtaining a general understanding of FMX and the Transaction. This information is being distributed to you on a confidential basis. By receiving this information, you and your affiliates agree to maintain the confidentiality of the in- formation contained herein and that no portion of this Presentation may either be reproduced in whole or in part and that neither this Presentation nor any of its contents may be given or disclosed to any third party without the express written permission of BGC and FMX and that the information contained herein is subject to the terms of any confidentiality agreement entered into with BGC. Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of its contents, without the prior written consent of BCG and FMX is prohibited. By accepting this Presentation, each recipient agrees: (i) to maintain the confidentiality of all information that is contained in this Presentation and not already in the public domain, and (ii) to use this Presentation for the sole purpose of evaluating the Transaction.
FORWARD LOOKING INFORMATION
This Presentation contains certain forward looking statements within the meaning of the federal securities laws with respect to the Transaction, in- cluding statements regarding the anticipated benefits of the Transaction, the anticipated timing of the Transaction, future financial condition and per- formance of FMX and expected financial impacts of the Transaction (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Transaction and the products and markets and expected future performance and market opportunities of FMX. These forward looking statements generally are identified by the words “believe,” “project,“ “expect,” “anticipate,“ “estimate,” “intend,” “strategy,” “future,“ “scales,” “representative of,” “valuation,” “opportunity,” “plan,” “may,“ “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward looking statements in this Presentation, including but not limited to: (i) the risk that the Transaction may not be completed in a timely manner or at all, (ii) the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, (iv) changes in the competitive and regulated industries in which FMX operates, variations in op- erating performance across competitors, changes in laws and regulations affecting FMX’s business and changes in the combined capital structure, (v) the ability to implement business plans, forecasts, and other expectations after the completion of the Transaction, and identify and realize additional opportunities, (vi) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which FMX operates, and (vii) costs related to the Transaction and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions. The foregoing list of factors is not exhaustive. Forward looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward looking statements, and BGC and FMX assume no obligation and do not intend to update or revise these forward looking statements, whether as a result of new information, future events, or otherwise. Neither BCG nor FMX gives any assurance that FMX, will achieve its expectations.
The financial and operating forecasts and projections contained herein represent certain estimates of FMX as of the date thereof. FMX’s independent public accountants have not examined, reviewed or compiled the forecasts or projections and, accordingly, does not express an opinion or other form of assurance with respect thereto. Furthermore, none of FMX or its management team can give any assurance that the forecasts or projections contained herein accurately represents FMX’s future operations or financial condition. Such information is subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance FMX or that actual results will not differ materially from those presented in these materials. Some of the assumptions upon which the projections are based inevitably will not materialize and unanticipated events may occur that could affect results. Therefore, actual results achieved during the periods covered by the projections may vary and may vary materially from the projected results. Inclusion of the prospective financial information in these materials should not be regarded as a representation by any person that the results contained in the prospective financial information are indicative of future results or will be achieved.
USE OF NON GAAP FINANCIAL MATTERS
This Presentation includes certain forward looking non GAAP financial measures with respect to FMX’s expected future performance. These non GAAP measures are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Not all of the information necessary for a quantitative reconciliation of these non GAAP financial measures to the most directly comparable GAAP financial measures is available without unreasonable efforts at this time. FMX believes that these forward looking non GAAP measures of financial results provide useful supplemental information about FMX. FMX’s management uses these forward looking non GAAP measures to evaluate FMX’s projected financial and operating performance. However, there are a number of limitations related to the use of these non GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non GAAP measures differently or may use other measures to calculate their financial performance, and therefore FMX’s non GAAP measures may not be directly comparable to similarly titled measures of other companies.
INDUSTRY AND MARKET DATA
This Presentation has been prepared by FMX and includes market data and other statistical information from third party sources. Although BGC and FMX believe these third party sources are reliable as of their respective dates, none of BGC, FMX, or any of their respective affiliates has independently verified the accuracy or completeness of this information. Some data are also based on FMX’s good faith estimates, which are derived from both internal sources and the third party sources described above. None of BGC, FMX, their respective affiliates, nor their respective directors, officers, employees, members, partners, stockholders or agents make any representation or warranty with respect to the accuracy of such information.
TRADEMARKS AND INTELLECTUAL PROPERTY
© 2022 of Fenics Markets Xchange, LLC. All rights reserved. Fenics, the Fenics logos, Fenics Markets Xchange, FMX, Fenics UST, Fenics FX, Fenics Direct, Fenics Market Data, Capitalab, BGC and BGC Partners are trademarks/service marks and/or registered trademarks/service marks of Fenics Markets Xchange, LLC and/or its affiliates. Other trademarks/service marks appearing herein are the property of their respective owners and their use is not intended to and does not imply an endorsement or sponsorship by such third parties.